Browse EX-10 agreements

AMENDMENT NO. 2

TO

ASSEMBLY BIOSCIENCES, INC.

SECOND AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN

Assembly Biosciences, Inc., a Delaware corporation (the “Company”) adopted the Assembly Biosciences, Inc, Second Amended and Restated 2018 Employee Stock Purchase Plan on May 29, 2024 (the “ESPP”).

Prior to this Amendment No. 2 to the ESPP, the number of shares of Common Stock, par value $0.001 per share, reserved under the ESPP was 225,000.

The Board of Directors of the Company (the “Board”) may, with stockholder approval, amend the ESPP to increase the number of authorized shares reserved for issuance under the ESPP.

The Board has determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the ESPP to increase the number of shares reserved for issuance under the ESPP.

Now, therefore, the ESPP is hereby amended as follows:

1. The lead-in to the ESPP shall be amended and restated as follows:

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AMENDMENT NO. 3

TO

ASSEMBLY BIOSCIENCES, INC.

AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN

Assembly Biosciences, Inc., a Delaware corporation (the “Company”) adopted the Assembly Biosciences, Inc, Amended and Restated 2018 Stock Incentive Plan on May 29, 2024 (the “Plan”).

Prior to this Amendment No. 3 to the Plan, the number of shares of Common Stock, par value $0.001 per share, reserved under the Plan was 1,478,333.

The Board of Directors of the Company (the “Board”) may, with stockholder approval, amend the Plan to increase the number of authorized shares reserved for issuance under the Plan.

The Board has determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the Plan to increase the number of shares reserved for issuance under the Plan.

Now, therefore, the Plan is hereby amended as follows:

1. Section 3(a) of the Plan shall be amended as follows:

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EXECUTION VERSION

$500,000,000

LOAN AND SECURITY AGREEMENT

by and among

BARINGS PRIVATE CREDIT CORPORATION, (Collateral Manager)

BPC FUNDING 2 LLC, (Borrower)

BARINGS PRIVATE CREDIT CORPORATION,

(Equityholder)

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, (Lenders)

WELLS FARGO BANK, NATIONAL ASSOCIATION,

(Swingline Lender)

WELLS FARGO BANK, NATIONAL ASSOCIATION, (Administrative Agent and Co-Lead Manager)

MUFG BANK, LTD., (Co-Lead Manager)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, (Collateral Agent)

and

U.S. BANK NATIONAL ASSOCIATION,

(Collateral Custodian)

Dated as of June 3, 2026

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Execution Version SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of June 4, 2026 and is entered into by MADISON IAQ LLC, a Delaware limited liability company (the “Borrower”), each other Credit Party, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Wells Fargo” and, in such capacity, “Administrative Agent”), Wells Fargo, as the New Incremental Term Lender (the “New Incremental Term Lender”), Purchasing Term Lender (as defined below) and the Consenting Lenders (as defined below) party hereto and is made with reference to that certain Credit and Guaranty Agreement, dated as of June 21, 2021 (as supplemented by that certain Joinder Agreement No. 1, dated as of July 26, 2021, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of June 16, 2023, as amended by that certain Second Amendment to Credit and Guaranty Agreement, dated as of June 5, 2024, as amended by that certain Third Amendment to Credit and Guaranty Agreement, dated as of January 15, 2

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ADVISORY AGREEMENT

AMONG

GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC

AND

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

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TABLE OF CONTENTS

					Page
1.		DEFINITIONS			3
2.		APPOINTMENT			7
3.		DUTIES OF THE ADVISER			7
4.		AUTHORITY OF ADVISER			9
5.		BANK AND BROKERAGE ACCOUNTS			10
6.		RECORDS; ACCESS			10
7.		LIMITATIONS ON ACTIVITIES			10
8.		OTHER ACTIVITIES OF THE ADVISER			11
9.		RELATIONSHIP WITH DIRECTORS AND OFFICERS			12
10.		COMPENSATION			12
11.		EXPENSES			15
12.		OTHER SERVICES			19

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SECOND AMENDED AND RESTATED ADVISORY AGREEMENT

BY AND AMONG

NORTH HAVEN NET REIT,

NH NET REIT OPERATING PARTNERSHIP, LP,

AND

MSREF REAL ESTATE ADVISOR, INC.

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TABLE OF CONTENTS

Page

1.	Definitions	1
2.	Appointment	5
3.	Duties of the Adviser	5
4.	Authority of Adviser	8
5.	Bank Accounts	9
6.	Records; Access	9
7.	Limitations on Activities	9
8.	Other Activities of the Adviser	9
9.	Relationship with Trustees and Officers	11
10.	Management Fee	12
11.	Expenses	13
12.	Other Services	16
13.	No Joint Venture	16
14.	Term	16
15.	Termination by the Parties	16
16.	Assignment to an Affiliate	16
17.	Payments to and Duties of Adviser Upon Termination	17
18.	Indemnification by the Company and the Operating Partnership	17
19.	Indemnification by Adviser	17
20.	Non-Solicitation	18
21.	Miscellaneous	18
22.	Trademark	20

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SECOND AMENDED AND RESTATED ADVISORY AGREEMENT

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Exhibit A

FORM OF

PARTICIPATING DEALER AGREEMENT

Ladies and Gentlemen:

Morgan Stanley Distribution, Inc., as the dealer manager (“Dealer Manager”) for North Haven Net REIT, a Maryland statutory trust (the “Trust”), invites you (“Participating Broker-Dealer”) to participate in the distribution of common shares of beneficial interest, $0.01 par value per share, of the Trust subject to the following terms:

Dealer Manager Agreement

The Dealer Manager has entered into a Second Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Trust dated June 4, 2026, attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Participating Dealer Agreement (this “Agreement”) have the meanings provided in the Dealer Manager Agreement.

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SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT

June 4, 2026

Morgan Stanley Distribution, Inc.

1585 Broadway

New York, NY 10036

North Haven Net REIT, a Maryland statutory Trust (the “Trust”), that intends to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification and taxation of the Trust as a real estate investment trust (“REIT”), is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of common shares of beneficial interest, par value $0.01 per share (the “Shares”), which may consist of Class S shares, Class F-S shares, Class L-S shares, Class T shares, Class F-T shares, Class D shares, Class F-D shares, Class I shares, Class F-I shares, Class L-I shares and Class E shares, as set forth in the Trust’s Fourth Amended and Restated Declaration of Trust, dated June 4, 2026 (as amended, restated and/or supplemented, from time to time, the “Declaration of Trust”). Morgan Stanley Distribution, Inc., as the mana

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FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

NH NET REIT OPERATING PARTNERSHIP, LP

A DELAWARE LIMITED PARTNERSHIP

June 4, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS		1
1.1	Definitions	1
1.2	Interpretation	10
ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION		10
2.1	Formation	10
2.2	Name, Office and Registered Agent	10
2.3	Partners	10
2.4	Term and Dissolution	11
2.5	Filing of Certificate and Perfection of Limited Partnership	11
2.6	Certificates Representing Partnership Units	11
ARTICLE 3 BUSINESS OF THE PARTNERSHIP		11
ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS		12
4.1	Capital Contributions	12
4.2	Classes of Partnership Units	12
4.3	Additional Capital Contributions and Issuances of Additional Partnership Interests	13
4.4	Additional Funding	15
4.5	Capital Accounts	15
4.6	Percentage Interests	16
4.7	No Interest on Contributions	16

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FIRST AMENDMENT TO MEMBER INTEREST AND

ASSET EXCHANGE AGREEMENT

THIS FIRST AMENDMENT TO MEMBER INTEREST AND ASSET EXCHANGE AGREEMENT (this “First Amendment”) is dated as of the 1st day of June, 2026, by and among Transportation and Logistics Systems, Inc., a Nevada corporation (“TLSS”), TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of TLSS (“TA”), TLSS Reverse PGS, LLC, a Texas limited liability company, a wholly-owned subsidiary of TA (“Reverse”), Badcer Ops, Inc., a Nevada corporation (“Seller”), Jeff Badders (“Badders”) and Mercer Street Global Opportunity Fund, LLC (“Mercer” and with Badders, collectively, the “Seller Shareholders”), Patriot Glass Solutions, LLC, a Texas limited liability company (“PGS”) and Michael Wanke (“Wanke”), the twenty (20%) percent owner and the sole Manager of PGS, of which the Seller is an eighty (80%) percent owner. Each of the parties to this First Amendment is individually referred to herein as a “Party”

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT WHICH SHALL BE ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

HAWKEYE SYSTEMS, INC.

Warrant No.: HS-1
Warrant Shares: 221,878,595	Initial Exercise Date: June 3, 2026

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SUBSCRIPTION AGREEMENT

June 3, 2026

Hawkeye Systems, Inc.

6605 Abercorn, Suite 204

Savannah, GA 31405

Ladies and Gentlemen:

The undersigned hereby tenders this subscription and applies for the purchase of a warrant (the “Warrant”) to purchase 221,878,595 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”) of Hawkeye Systems, Inc., a Nevada Corporation (the “Company”) for an aggregate purchase price of $2,218,786. On June 3, 2026, the undersigned will deliver to the Company, via wire transfer of same day funds in accordance with instructions by the Company in the full amount of the purchase price for the Shares which the undersigned is hereby subscribing for pursuant hereto.

In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants to, and covenants with, the Company as follows:

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